Recent descriptions of both human and animal behavior emphasize its goal-directed nature. Goals can be naturally occurring or learned events. That is, learning can transform a neutral event into one with motivational value, an event for which an animal will work to obtain or avoid. This process can be adaptive, freeing behavior from exclusive control by natural events, or maladaptive, leading to behaviors such as relapse in drug seeking. Despite its importance in both advantageous and aberrant behavior, knowledge of the conditions under which motivational value is acquired and the neural mechanisms that underlie this process remain poorly understood. Examination of both excitatory and inhibitory learning in concurrent appetitive and aversive conditioning procedures will extend knowledge of the conditions under which motivational value is acquired. Differential processing of appetitive and aversive events by single neurons will be provided using the immediate early genes Arc and H1a. The combination of behavioral and neural precision provided in this application will result in a better understanding of the neural circuitry that underlies the acquisition of motivational value through associative learning.